Circular for Combination With Royal Caribbean Cruises Posted to P&O Princess Shareholders

Thursday, December 27, 2001
P&O Princess Cruises plc posted its shareholder circular in relation to its proposed combination with Royal Caribbean Cruises Ltd. The circular contains the board's recommendation to shareholders to vote in favor of the merger with Royal Caribbean at the EGM to be held on February 14, 2002. In the circular, the Board sets out the benefits that are expected to be realized from the combination. The strategic fit between P&O Princess and Royal Caribbean is strong, combining complementary brands and two high quality fleets. The combination is expected to deliver significant cost savings, estimated to be at least $100 million on an annualized basis. The DLC structure will allow P&O Princess to retain its primary listing in London, and maintain inclusion in the FTSE All-Share Index, avoiding flowback and allowing shareholders to continue to hold shares to benefit from the value creation from combining the two companies.The circular provides further information on Royal Caribbean and on the agreements signed by P&O Princess and Royal Caribbean in relation to the proposed DLC combination and to the companies' joint venture in southern Europe. The circular sets out the conditions required for completion of the DLC combination which are principally those related to competition law in the US, the UK and Germany, and shareholder approvals. Shareholder voting agreements representing at least 44.5 percent of the total issued and outstanding shares in Royal Caribbean have been delivered to P&O Princess. Under, and subject to, the terms of the voting agreements, these shares will be voted in favor of the resolutions to implement the proposed combination.

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